Exhibit 10.1


PLAN AND AGREEMENT OF
MERGER 

NORTHSTAR FINANCIAL
CORP.,
MIDWEST HOLDING INC.
AND 
MIDWEST ACQUISITION MINNESOTA, INC. 

This Plan and Agreement of
Merger (“Agreement”) is by and among Northstar Financial Corp., a
Minnesota corporation (“Northstar”), Midwest
Holding Inc., a Nebraska corporation (“Midwest”) and Midwest
Acquisition Minnesota, Inc., a Minnesota corporation (“Acquisition”). 

WITNESSETH


WHEREAS, Midwest is a
corporation organized and validly existing under the laws of the State of
Nebraska; and 

WHEREAS, Midwest wholly
owns Acquisition, a corporation recently organized and validly existing under
the laws of Minnesota; and 

WHEREAS, Northstar is a
corporation duly organized and validly existing under the laws of the State of
Minnesota; and 

WHEREAS, Midwest owns
approximately 14.3% of the issued and outstanding common stock of Northstar; and


WHEREAS, the respective
Boards of Directors of Northstar, Midwest and Acquisition have determined that
this Agreement and the transactions contemplated hereby are advisable, fair to
and in the best interests of their respective stockholders, and have approved
the merger of Acquisition with and into Northstar, with Northstar continuing
after the Merger as a surviving corporation, on the terms and subject to the
conditions set forth in this Agreement.

NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties,
covenants and agreements set forth herein, the parties hereto agree as
follows:

ARTICLE I
The Merger


1.1 Subject to the
conditions set forth herein on the “Effective Date” (as herein defined)
Acquisition will merge with and into Northstar (the “Merger”). Northstar shall be the corporation surviving the Merger (the
“Surviving
Corporation”). The transactions
contemplated by this Agreement shall be completed at a closing (“Closing”) on a closing date (“Closing Date”) which shall
be as soon as possible after all shareholder approvals are obtained in
accordance with law as set forth in this Agreement.

On the Closing Date, all of
the documents to be furnished to Northstar and Midwest, including the documents
to be furnished pursuant to Article VI of this Agreement, shall be delivered to
Jones & Keller, P.C. (“Jones
& Keller”) to be held in
escrow until the Effective Date or the date of termination of this Agreement,
whichever first occurs and thereafter shall be promptly distributed to the
parties as their interests may appear. 

1.2 The effect of the
Merger shall be: 

	      	(i)	  	The Merger shall
      become effective at the time Northstar and Acquisition file Articles of
      Merger with the Secretary of State of the State of Minnesota. The Merger
      shall have the effect set forth in the Minnesota Business Corporation Act.
      The Surviving Corporation may, at any time after the Effective Date, take
      any action (including executing and delivering any document) in the name
      and on behalf of either Northstar or Acquisition in order to carry out and
      effectuate the transactions contemplated by this Agreement.
		 
		(ii)		The articles of
      incorporation of Northstar shall be the articles of incorporation of the
      Surviving Corporation.


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	      	(iii)	  	The bylaws of
      Northstar shall be the bylaws of the Surviving Corporation.
		 
		(iv)		The directors and
      officers of Acquisition shall become the directors and officers of the
      Surviving Corporation at and as of the Effective Date.
		 
		(v)		At and as of the
      Effective Date, (a) each issued and outstanding share of Northstar common
      stock other than shares owned by Midwest (and other than any shares for
      which dissenter’s rights are perfected in accordance with Minnesota law
      held in the treasury of Northstar, which shall be cancelled), shall be
      converted into the right to receive an amount equal to 1.27 shares of
      Midwest voting common stock, with fractional shares rounded up to the
      nearest whole share; provided, however, that all consideration to be
      received shall be subject to equitable adjustment in the event of any
      stock split, stock dividend, reverse stock split, or other change in the
      number of Midwest shares outstanding after the date hereof. No shares of
      Northstar shall be deemed to be outstanding or to have any rights other
      than those set forth above in this Section 1.2 after the Effective
      Date.
		 
		(vi)		Conversion of Capital
      Stock of Acquisition. At and as of the Effective Date, each share of
      common stock of Acquisition shall be converted into one share of common
      stock of the Surviving Corporation.


1.3 If this Agreement is
duly adopted by the holders of the requisite number of shares, in accordance
with the applicable laws and subject to the other provisions hereof, such
documents as may be required by law to accomplish the Merger shall be filed as
required by law to effectuate same, and it shall become effective. The time of
filing the last document required by law shall be the Effective Date for the
Agreement. At the Effective Date, Northstar and Acquisition will file with the
Secretary of State of Minnesota, articles of merger in the form attached hereto
as Exhibit A. For accounting purposes, the Agreement shall be effective as of
12:01 a.m., on the Effective Date. 

1.4 Subsequent to the
Effective Date, and after Northstar has become a wholly owned subsidiary of
Midwest, Midwest intends to liquidate Northstar pursuant to the provisions of
Section 332 of the Internal Revenue Code of 1986, as amended to date (the
“Code”). 

ARTICLE II
Issuance of
Shares 

2.1 At the Effective Date,
the shares of voting common stock of Midwest to be issued as provided in Section
1.2 shall be distributed to shareholders of Northstar (other than those shares
as to which dissenters’ rights have been perfected in accordance with Minnesota
law). 

2.2 The stock transfer
books of Northstar shall be closed on the Effective Date, and thereafter no
transfers of the stock of Northstar shall be made. Midwest shall appoint an
exchange agent (“Exchange
Agent”), which is expected to be
Midwest’s then existing stock transfer agent (“Stock Transfer Agent”), to accept surrender of the certificates
representing the shares of Northstar, and to deliver for such surrendered
certificates, shares of voting common stock of Midwest. The authorization of the
Exchange Agent may be terminated by Midwest after six months following the
Effective Date. Upon termination of such authorization, any shares of Northstar
and funds held by the Exchange Agent for payment to Northstar shareholders
pursuant to this Agreement shall be transferred to Midwest or its designated
agent who shall thereafter perform the obligations of the Exchange Agent. If
outstanding certificates for shares of Northstar are not surrendered or the
payment for them not claimed prior to such date on which such payments would
otherwise escheat to or become the property of any governmental unit or agency,
the unclaimed items shall, to the extent permitted by abandoned property and
other applicable law, become the property of Midwest (and to the extent not in
its possession shall be paid over to it), free and clear of all claims or
interest of any persons previously entitled to such items. Notwithstanding the
foregoing, neither the Exchange Agent nor any party to this Agreement shall be
liable to any holder of Northstar shares for any amount paid to any governmental
unit or agency having jurisdiction of such unclaimed item pursuant to the
abandoned property or other applicable law of such jurisdiction. 

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2.3 No fractional shares of
Midwest voting common stock shall be issued as a result of the Agreement;
rather, such shares shall evidence the right to receive the rounded up nearest
whole share. 

2.4 At the Effective Date,
each holder of a certificate or certificates representing shares of Northstar,
upon presentation and surrender of such certificate or certificates to the
Exchange Agent, shall be entitled to receive the consideration set forth herein,
except that holders of those shares as to which dissenters’ rights shall have
been asserted and perfected pursuant to Minnesota law shall not be converted
into shares of Midwest voting common stock, but shall represent only such
dissenters’ rights, and payment for such dissenters’ shares shall be made by
Northstar. Upon such presentation, surrender, and exchange as provided in this
Section 2.4, certificates representing shares of Northstar previously held shall
be canceled. Until so presented and surrendered, each certificate or
certificates which represented issued and outstanding shares of Northstar at the
Effective Date shall be deemed for all purposes to evidence the right to receive
the consideration set forth in Section 1.2 of this Agreement. If the
certificates representing shares of Northstar have been lost, stolen, mutilated
or destroyed, the Exchange Agent shall require the submission of an indemnity
agreement and may require the submission of a bond in lieu of such certificate.


ARTICLE III

Representations,
Warranties and Covenants of Northstar 

No representations or
warranties are made by any director, officer, employee or shareholder of
Northstar as individuals, except as and to the extent stated in this Agreement
or in a separate written statement (the “Northstar Disclosure Statement”). 

Northstar hereby
represents, warrants and covenants to Midwest except as stated in the Northstar
Disclosure Statement, as follows: 

3.1 Northstar is a
corporation duly organized, validly existing and in good standing under the laws
of Minnesota with full corporate power and authority to own the respective
properties which it now owns; and is qualified or licensed to conduct its
business and is in good standing in all states where such qualifications or
licensing is required, and has full corporate power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement. Northstar owned all the issued and outstanding
equity securities of entities set forth in the Northstar Disclosure Statement.


3.2 The articles of
incorporation and bylaws of Northstar, copies of which have been delivered to
Midwest, are complete and accurate and the minute books of such corporations
contain a record of all meetings and corporate actions of the shareholders and
Board of Directors of Northstar that is complete and accurate in all material
respects. All of the books, records, and accounts of Northstar are in all
material respects true and complete, are maintained in accordance with good
business practice and all applicable legal requirements, accurately present and
reflect in all material respects all of the transactions therein described, and
are reflected accurately in the Northstar Financial Statements. 

3.3 The aggregate number of
shares of capital stock which Northstar is authorized to issue is 100,000,000
shares of designated common stock, par value $0.01 per share, of which 4,198,250
of such shares are issued and outstanding, fully paid and non-assessable, and
50,000,000 undesignated shares with none of such shares issued or outstanding.
Northstar has no outstanding options, warrants or other rights to purchase, or
subscribe to, or securities convertible into or exchange for any shares of
capital stock. 

3.4 Northstar has complete
and unrestricted power to enter into and, upon the appropriate approvals as
required by law, to consummate the transactions contemplated by this Agreement.


3.5 Northstar has delivered
to Midwest the Northstar consolidated audited financial statements for the year
ended December 31, 2014 and the consolidated quarterly financial statements of
Northstar for the quarter ended June 30, 2015. All such statements, herein
sometimes called “Northstar
Financial Statements”, present
fairly, in all material respects, the assets and liabilities of Northstar, as of
the dates thereof, and the results of operations and cash flows for the periods
then ended, in conformity with the U.S. generally accepted account principles
(“GAAP”). Northstar
does not have any liabilities (whether absolute or contingent, matured or
unmatured, known or unknown) relating to its business that would be required to
be disclosed on a balance sheet prepared in accordance with GAAP other than as
stated or described in the quarterly financial statements of Northstar for the
quarter ended June 30, 2015. 

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3.6 Northstar has delivered
to Midwest a copy of each of the federal income tax returns of Northstar for the
years ended December 31, 2014, December 31, 2013 and December 31, 2012. The
provisions for taxes paid by Northstar are sufficient for payment of all accrued
and unpaid federal, state, county and local taxes of Northstar (including any
penalties or interest payable) whether or not disputed for the periods then
ended and for all prior fiscal periods. All returns and reports of information
required or requested by federal, state, county and local tax authorities have
been filed or supplied in a timely fashion and all such information is true and
correct. Provision has been made in the Northstar Financial Statements for the
payment of all taxes due to date by Northstar, including accrued taxes for the
year ended December 31, 2014. No federal income tax return of Northstar is
currently under audit. There are no tax sharing, allocation, indemnification or
similar agreements or arrangements, whether written or unwritten, in effect
under which Northstar could be liable for any material taxes of any person other
than Northstar. There are no liens for taxes on any asset of Northstar.


3.7 Since December 31,
2014, there has not been any material adverse change in the business or
condition, financial or otherwise, or operations of Northstar, including any
loss or damages to any of its assets, properties or rights. Except as
contemplated by this Agreement, since December 31, 2014, there has not occurred:


i. any damage, destruction
or loss to or of any of the material assets or properties owned or leased by
Northstar and used or useful in its businesses, whether or not covered by
insurance; 

ii. any sale, lease or
other disposition of assets or properties owned or leased by Northstar and used
or useful in its businesses, except dispositions of inventory in the ordinary
course of business; 

iii. any capital
expenditure or commitment of capital expenditure by Northstar involving more
than $10,000 in any one case or $25,000 in the aggregate, whether or not in the
ordinary course of business; 

iv. any delay or
postponement by Northstar in the payment of any amounts due under notes or
accounts payable, outside the ordinary course of business; 

v. (i) any payment of any
bonus, profit sharing, pension or similar payment or arrangement or special
compensation to any employee of Northstar, except in the ordinary course of the
administration of its employee benefit plans currently in place; or (ii) any
increase in the compensation payable or to become payable to any employee of
Northstar; or

vi. any commitment by
Northstar to do any of the foregoing. 

3.8 The Northstar
Disclosure Statement contains a listing of all pending legal proceedings or
known regulatory inquiries involving Northstar and, except for these
proceedings, there are no legal proceedings or regulatory proceedings involving
claims pending, or to the knowledge of the officers of Northstar, threatened
against Northstar or affecting any of its assets, or properties. Northstar is
not in any breach or violation of or default under any contract or instrument to
which it is a party, and no event has occurred which with the lapse of time or
action by a third party could result in a breach or violation of or default by
Northstar under any contract or other instrument to which Northstar is a party
or by which it or any of its property may be bound or affected, or under its
articles of incorporation or bylaws, or any court order, statute, ruling or
regulation applicable to Northstar which breach or violation of or default could
have a material adverse effect on Northstar. 

3.9 The execution and
delivery of this Agreement has been duly authorized and approved by the Board of
Directors of Northstar. This Agreement has been duly executed and delivered by
Northstar, and, assuming the due authorization, execution and delivery hereof by
Midwest and Acquisition constitutes a valid and legally binding agreement of
Northstar, enforceable against Northstar in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors’ rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and
fair dealing (regardless of whether enforcement is sought in a proceeding at law
or in equity). 

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3.10 Northstar shall not
enter into or consummate any transactions prior to the Effective Date other than
in the ordinary course of business and will pay no dividend, or increase the
compensation of officers and will not enter into any agreement or transaction
which would adversely affect its financial condition in a material manner.


3.11 (a) Northstar has
provided or will provide Midwest a copy of the employee manual and related
documents of Northstar, which include a description of its employee benefits,
together with a complete and correct list as of the date of this Agreement of
each bonus, deferred compensation, incentive equity-based incentive, severance,
termination, change in control, retention, salary continuation, vacation, sick
or other paid leave, employment or consulting, hospitalization or other medical,
dental, life (including all individual life insurance policies as to which
Northstar is the owner, the beneficiary or both) or other insurance or coverage,
disability, death benefit, other welfare, supplemental unemployment,
profit-sharing, pension, savings or retirement plan, program, agreement, policy
or arrangement, and each other director, consultant or employee compensation or
benefit plan, program, agreement, policy or arrangement (each a “Company Plan”). 

(b) With respect to each
Company Plan, Northstar has delivered or will deliver to Midwest complete and
correct copies of each of the following documents (including all amendments to
such documents), as applicable. 

i. the Company Plan or a
written description of any Company Plan not in writing; 

ii. a copy of the three
most recent annual reports or IRS Form 5500 Series that is required to be filed,
including audited financial statements, actuarial valuation reports and all
other related reports required therewith; 

iii. a copy of (1) the most
recent summary company plan description (“SPD”) required to be
prepared and distributed, together with (2) all summaries of material
modification required to be issued with respect to such SPD; 

iv. no Company Plan is
intended to qualify under Section 401(a) of the Code; and 

v. all communications
regarding the operation or administration of the Company Plans between Northstar
or any ERISA Affiliate and the IRS, the U.S. Department of Labor
(“DOL”) or any other governmental entity with the last
three years.

(c) Except as set forth in
the Northstar Disclosure Statement, Northstar has no employment
agreements.

3.12 Northstar will call
and hold a special meeting of its shareholders as soon as practicable after the
date hereof, at which special meeting the Board of Directors will, subject to
its fiduciary obligations to shareholders, submit and recommend the Agreement
and transactions described herein to its shareholders, and, if the requisite
approval by such shareholders is obtained, will undertake promptly to consummate
the Merger as set forth herein. 

3.13 Without the prior
written consent of Midwest, Northstar shall not enter into or consummate any
transactions prior to the Effective Date other than in the ordinary course of
business, will not declare or pay any shareholder dividend and will not
intentionally enter into any agreement or transaction that would materially and
adversely affect its financial condition, and will not increase the compensation
of any of its employees. 

3.14 Northstar has provided
to Midwest all contracts to which Northstar is a party. All such contracts are
in full force and effect with no defaults thereunder by Northstar and to the
knowledge of the officers of Northstar, no default by any other party
thereto.

3.15 The representations
and warranties of Northstar shall be true and correct as of the Effective Date
as well as the date hereof.


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3.16 Northstar has all
requisite power and authority to execute, deliver, and perform this Agreement
and the other documents contemplated by this Agreement to which Northstar is a
party and to consummate the transactions contemplated by this Agreement and the
other documents contemplated by this Agreement to which Northstar is a party.
The execution, delivery, and performance of this Agreement and the other
documents contemplated by this Agreement to which Northstar is a party and the
consummation of the transactions contemplated by this Agreement and the other
documents contemplated by this Agreement to which Northstar is a party by
Northstar have been duly and validly authorized by all necessary action on the
part of Northstar except for shareholder approval of this Agreement and the
transactions contemplated hereby.

3.17 The execution,
delivery, and performance by Northstar of this Agreement and the other documents
contemplated by this Agreement to which Northstar is a party do not and will
not: (i) conflict with or violate any provision of the articles of incorporation
or bylaws of Northstar as amended to date; (ii) violate any provision of any
legal requirements; (iii) conflict with, violate, result in a breach of,
constitute a default under (without regard to requirements of notice, lapse of
time, or elections of other persons, or any combination thereof), accelerate, or
permit the acceleration of the performance required by, any contract or
encumbrance to which Northstar is a party or by which Northstar or the assets or
properties owned or leased by Northstar are bound or affected; (iv) result in
the creation or imposition of any encumbrance against or upon any of the assets
of Northstar; or (v) require any consent, approval or authorization of, or
filing of any certificate, notice, application, report, or other document with,
any governmental authority or other person. 

3.18 Northstar is not bound or affected by any of
the following that relate to its business: (i) material leases of real or
personal property (whether as lessor or lessee)(other than as set forth in the
Northstar Disclosure Statement); (ii) contracts granting any person an
encumbrance on or against any of the assets of Northstar; (iii) contracts of
employment, or contracts with consultants or independent contractors; (iv)
contracts pertaining to the use by Northstar of any intellectual property or
proprietary information of any other person; or (v) contracts other than those
described in any other clause of this paragraph that are material to the
business.

3.19 Northstar has
delivered to Midwest a complete and correct list of names and positions of all
of the employees of Northstar and their current hourly wages or monthly salaries
and other compensation. Northstar has complied with all legal requirements
relating to the employment of labor, including the Employee Retirement Income
Security Act (“ERISA”), continuation
coverage requirements with respect to group health plans, and those relating to
wages, hours, collective bargaining, unemployment compensation, worker’s
compensation, equal employment opportunity, age and disability discrimination,
immigration control and the payment and withholding of taxes. Northstar does not
currently have and has never had in the past an “employee benefit plan” or
“multiemployer plan” (as those terms are defined in ERISA). All Company Plans
that are subject to Section 409A of the Code are in compliance with the
requirements of such Code section and regulations and other guidance thereunder.
No Northstar common stock or other security of Northstar, or other affiliates
and no real property is held in trust or otherwise set aside for funding benefit
obligations under any Company Plan. No amounts paid or payable (whether in cash,
in property, or in the form of benefits, accelerated vesting, cash, property or
otherwise) under the Company Plans as a result of the transactions contemplated
hereby (either alone or in conjunction with any other event) will be an “excess
parachute payment” within the meaning of Section 280G of the Code or fail to be
deductible for federal income tax purposes by virtue of Sections 280G or 162(m)
of the Code. 

3.20 Northstar has filed in
proper form all federal, state, local, and foreign tax returns and other reports
required to be filed, and has timely paid all taxes which have become due and
payable, whether or not so shown on any such return or report. Northstar has
received no notice of, nor does Northstar have any knowledge of, any notice of
deficiency or assessment of proposed deficiency or assessment from any taxing
governmental authority. There are no outstanding agreements or waivers by or
with respect to Northstar that extend the statutory period of limitations
applicable to any federal, state, local, or foreign tax returns or taxes for any
period. There are no determined deficiencies or proposed assessments of taxes
against Northstar. 

3.21 Northstar has received
no notice claiming a violation by Northstar of any legal requirement applicable
to Northstar as its business is currently conducted, and to the knowledge of
Northstar officers, there is no basis for any claim that such a violation
exists.

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3.22 All of the tangible
assets of Northstar are insured by responsible companies against casualty and
other losses, and Northstar carries public liability insurance and workers’
compensation insurance, in amounts that are reasonable and adequate in light of
the nature of its business and in compliance with applicable legal requirements.


3.23 No representation or
warranty by Northstar in this Agreement or in documents provided by Northstar
hereunder or in any related document provided by Northstar on any statement,
list or certificate furnished or to be furnished by Northstar pursuant to this
Agreement, contains or will contain any untrue statement of material fact, or
omits or will omit to state a material fact required to be stated therein or
necessary to make the statements contained therein not misleading in light of
the circumstances in which made.

3.24 Northstar shall
cooperate in the preparation, execution and filing of all tax returns,
questionnaires, applications or other documents regarding any real property
transfer or gains, sales, use, transfer, value added, stock transfer and stamp
taxes, and transfer recording, registration and other fees and similar taxes
which become payable in connection with the Merger that are required or
permitted to be filed on or before the Effective Date. Northstar shall pay,
without deduction from any amount payable to holders of Northstar common stock,
fees imposed on it by any governmental entity which becomes payable in
connection with the Merger. 

ARTICLE IV

Representations,
Warranties and Covenants of Midwest 

No representations or
warranties are made by any director, officer, employee or shareholder of Midwest
as individuals, except as and to the extent stated in this Agreement or in a
separate written statement (the “Midwest Disclosure Statement”). 

Midwest hereby represents,
warrants and covenants to Northstar, except as stated in the Midwest Disclosure
Statement, as follows: 

4.1 Midwest is a
corporation duly organized, validly existing and in good standing under the laws
of Nebraska, with full power and authority to own the respective properties
which it now owns; and is qualified or licensed to conduct its business and is
in good standing in all states where such qualifications or licensing is
required. 

4.2 The total number of
shares of classes of capital stock which Midwest is authorized to issue is
140,000,000 shares of common stock with a par value of $0.001 per share, with
120,000,000 shares of voting common stock and 20,000,000 shares of non-voting
common stock authorized, and 10,000,000 shares of preferred stock, of which
2,000,000 shares of Convertible Series A Preferred Stock have been authorized
with a par value of $0.001 per share and 1,000,000 shares of Convertible Series
B Preferred Stock have been authorized with a par value of $0.001 per share. As
of the date hereof, there are 74,159 shares of Convertible Series A Preferred
Stock issued and outstanding, 102,669 shares of Convertible Series B Preferred
Stock issued and outstanding, and 13,167,654 shares of voting common stock
issued and outstanding and no shares of non-voting common stock are issued or
outstanding. The total number of warrants outstanding is 1,179, which warrants
are exercisable through December 31, 2016 for an aggregate 11,790 shares of
Midwest voting common stock at an exercise price of $6.50 per share. All of the
foregoing issued and outstanding shares have been duly issued, and are fully
paid and non-assessable. Midwest has no outstanding options, warrants or other
rights to purchase, or subscribe to, or securities convertible into or
exchangeable for any shares of capital stock other than as set forth in the
Midwest Disclosure Statement. The shares to be issued in connection with the
Merger, upon issuance, shall be duly and validly issued, fully paid and
nonassessable. 

The subsidiaries of Midwest
are each an association, corporation, or other entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or association; each has the power and authority to lease its
properties and to carry on its business as now being conducted and is qualified
to do business; and each holds or shall hold all licenses, franchises, permits
or other governmental authorizations required to enable it to conduct its business or own its properties
in every jurisdiction in which it currently conducts business or owns property
and where the failure to do so would have a material adverse effect on the
business of the subsidiary. All outstanding shares of capital stock of each
subsidiary are duly and validly authorized and issued, fully paid and
nonassessable. Midwest directly or indirectly owns all of the issued and
outstanding capital stock of such subsidiaries. Acquisition was formed solely to
effectuate this Agreement and has minimal assets and no liabilities.


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4.3 Midwest and Acquisition
have complete and unrestricted power to enter into and, upon the appropriate
approvals as required by law, to consummate the transactions contemplated by
this Agreement. None of Midwest and its subsidiaries has any liability or
obligation to pay any fee or commission to any broker, agent or finder with
respect to the transactions contemplated hereby. 

4.4 Neither the making of
nor the compliance with the terms and provisions of this Agreement and
consummation of the transactions contemplated herein by Midwest will conflict
with or result in a breach or violation of the articles of incorporation or
bylaws of Midwest as amended to date or the articles of incorporation or bylaws
of Acquisition. 

4.5 The execution, delivery
and performance of this Agreement has been duly authorized and approved by the
Board of Directors of Midwest and the Board of Directors and the sole
shareholder of Acquisition. This Agreement has been duly executed and delivered
by each of Midwest and Acquisition, and, assuming the due authorization,
execution and delivery hereof by Northstar, constitutes a valid and legally
binding agreement of each of Midwest and Acquisition, enforceable against
Midwest and Acquisition in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).

4.6 Midwest has delivered
to Northstar its audited consolidated financial statements for the year ended
December 31, 2014. Also, Midwest has delivered to Northstar its consolidated
financial statements for the quarter ended June 30, 2015. All such statements,
herein sometimes called “Midwest
Financial Statements”, are
complete and correct in all material respects and, together with the notes to
these financial statements, present fairly the financial position and results of
operations of Midwest for the period included and have been prepared in
accordance with GAAP. 

4.7 Since December 31,
2014, there has not been any material adverse change in the business or
condition, financial or otherwise, of Midwest and its subsidiaries taken as a
whole, including any material loss or damages to any of its assets, properties
or rights from that shown on the Midwest Financial Statements. 

4.8 Midwest has delivered
to Northstar a listing of all pending legal proceedings involving Midwest and
its consolidated subsidiaries as set forth in the Midwest Disclosure Statement
and, except for these proceedings, there are no legal proceedings pending, or to
the knowledge of the officers of Midwest, threatened against Midwest or
affecting any of its assets or properties and Midwest is not in any material
breach or violation of or default under any contract or instrument to which
Midwest is a party, and no event has occurred which with the lapse of time or
action by a third party could result in a material breach or violation of or
default by Midwest under any contract or other instrument to which Midwest is a
party or by which it or any of its properties may be bound or affected, or under
its articles of incorporation or bylaws, or any court order, statute, ruling or
regulation applicable to Midwest. The execution, delivery and performance of
this Agreement by Midwest will not with the lapse of time or action by a third
party result in a material breach or violation of or default by Midwest under
any contract or other instrument to which Midwest is a party or by which it or
any of its properties may be bound of affected, or under its articles of
incorporation or bylaws, or any court order, statute, ruling or regulation
applicable to Midwest. 

4.9 Other than as set forth
in the Midwest Disclosure Statement, Midwest shall not enter into or consummate
any transactions prior to the Effective Date other than in the ordinary course
of business and will pay no dividend, or increase the compensation of officers
and will enter into no agreement or transaction which would adversely affect its
financial condition. 

4.10 Midwest is not a party
to any contract performable in the future except insurance policies, customary agent contracts, normal reinsurance
agreements, and those which will not adversely affect it. 

8 







4.11 The shareholders of
Midwest are not required to approve the issuance of Midwest shares pursuant to
this Agreement. 

4.12 Midwest has duly filed
all reports required to be filed by it under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, (collectively, the
“Federal Securities
Laws”). To the knowledge of
Midwest, no such reports, or any reports sent to the shareholders of Midwest
generally, contained any untrue statement of material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements in such report, in light of the circumstances and time under which
they were made, not misleading. 

4.13 The representations
and warranties of Midwest shall be true and correct as of the date hereof and as
of the Effective Date. 

4.14 Midwest has delivered
to Northstar a complete and correct list of names and positions of all of the
employees of Midwest and their current hourly wages or monthly salaries and
other compensation. Midwest has complied with all legal requirements relating to
the employment of labor, including ERISA, continuation coverage requirements
with respect to group health plans, and those relating to wages, hours,
collective bargaining, unemployment compensation, worker’s compensation, equal
employment opportunity, age and disability discrimination, immigration control
and the payment and withholding of taxes. No reportable event, within the
meaning of Title IV of ERISA, has occurred and is continuing with respect to any
“employee benefit plan” or “multiemployer plan” (as those terms are defined in
ERISA) maintained by Midwest. Each employee benefit plan and multiemployer plan
has been administered in compliance with all legal requirements, included ERISA,
and has been administered in compliance with the terms of such plans. No
prohibited transaction, within the meaning of Title I of ERISA, has occurred
with respect to any such employee benefit plan or multiemployer plan, and no
material accumulated funding deficiency (as defined in Title I of ERISA) or
withdrawal liability (as defined in Title IV of ERISA) exists with respect to
any such employee benefit plan or multiemployer plan. With respect to each
employee benefit plan or multiemployer plan, all reports, returns, notices and
other documentation that are required to have been filed or furnished with the
IRS, the DOL or any other governmental entity, or to the participants or
beneficiaries of such employee benefit plan or multiemployer plan (or their
representative) have been filed or furnished on a timely basis. There is no
pending or, to the knowledge of Midwest, threatened litigation by, on behalf of
or against any employee benefit plan or multiemployer plan by any participant or
former participant (or beneficiary thereof) in such employee benefit plan or
multiemployer plan or otherwise involving any such employee benefit plan or
multiemployer plan (other than routine claims for benefits), and, to the
knowledge of Midwest, no set of circumstances exists that may reasonably give
rise to litigation, against Midwest, any officer, director, or the fiduciaries
of the plans. All of the foregoing plans that are subject to Section 409A of the
Code are in compliance with the requirements of such Code section and
regulations and other guidance thereunder. No Midwest common stock or other
security, or other affiliates and no real property is held in trust or otherwise
set aside for funding benefit obligations under any of the foregoing plans.


4.15 No representation or
warranty by Midwest in this Agreement, the Midwest Disclosure Statement or any
certificate delivered pursuant hereto contains any untrue statement of a
material fact or omits to state any material fact necessary to make such
representation or warranty not misleading. 

4.16 Midwest agrees that
all rights to indemnification now existing in favor of the employees, agents,
directors or officers of Northstar and its subsidiaries, as provided in the
articles of incorporation or bylaws or otherwise in effect on the date hereof
shall survive the transactions contemplated hereby in accordance with their
terms and Midwest expressly assumes such indemnification obligations of
Northstar. 


9 







ARTICLE V

Obligations of the Parties
Pending the Effective Date 

5.1 This Agreement shall be
duly submitted to the shareholders of Northstar for the purpose of
considering and acting upon this Agreement in the manner required by law
at a special meeting of shareholders on a date selected by Northstar, such date
to be the earliest practicable date after the proxy statement may first be sent
to shareholders of Northstar without objection by applicable governmental
authorities. Midwest will furnish to Northstar the information relating to
Midwest required by the Federal Securities Laws to be included in the proxy
statement. Midwest represents and warrants that at the time of the shareholders’
special meeting of Northstar, the proxy statement, insofar as it relates to
Midwest and contains information furnished by Midwest specifically for use in
such proxy statement, (a) will comply in all material respects with the
provisions of the Federal Securities Laws and (b) will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Northstar represents
and warrants that at the time of the Northstar shareholder special meeting, the
proxy statement, insofar as it relates to Northstar and contains information
furnished by Northstar specifically for use in such proxy statement, will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. The Board
of Directors of Northstar, subject to its fiduciary obligations to shareholders,
shall use its commercially reasonable best efforts to obtain the requisite
approval of their respective shareholders of this Agreement and the transactions
contemplated hereby. Midwest and Northstar shall take all reasonable and
necessary steps and actions to comply with and to secure Northstar’s shareholder
approval of this Agreement and the transactions contemplated hereby as may be
required by applicable law. 

As promptly as practicable
after the execution of this Agreement, Midwest will prepare and file with the
Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-4 (the “Registration Statement”)
covering the issuance of Midwest shares in the Merger. Midwest and Northstar
will use their commercially reasonable best efforts to have or cause the
Registration Statement to become effective as promptly as practicable, and will
take any action required to be taken under any applicable federal or state
securities laws in connection with the issuance of shares of Midwest voting
common stock in the Merger. Midwest will use all reasonable efforts to cause the
Registration Statement to remain effective through the Effective Date.


Midwest will use its
commercially reasonable best efforts to obtain all necessary state securities
laws or “blue sky” permits, approvals and registrations in connection with the
issuance of the Midwest voting common stock in the Merger. 

As promptly as practicable
after the Registration Statement shall have become effective, Northstar will
mail a notice of special meeting to its shareholders entitled to notice of and
to vote at its shareholders’ special meeting. 

If at any time prior to the
Effective Date any event or circumstance relating to Northstar or any of its
affiliates, or its or their respective officers or directors should be
discovered by Northstar that should be set forth in an amendment to the
Registration Statement, Northstar will promptly inform Midwest, and Midwest will
undertake to amend or supplement the Registration Statement and the prospectus
contained therein accordingly. 

If at any time prior to the
Effective Date any event or circumstance relating to Midwest or any of its
affiliates, or to their respective officers or directors, should be discovered
by Midwest that should be set forth in an amendment to the Registration
Statement, Midwest will promptly inform Northstar, and Midwest will undertake to
amend or supplement the Registration Statement and the prospectus contained
therein accordingly. 

No amendment or supplement
to the Registration Statement will be made by Midwest without prior consultation
with Northstar. Each party will advise the other parties promptly after it
receives notice thereof of the time when the Registration Statement has become
effective or any supplement or amendment has been filed, the issuance of any
stop order suspending the effectiveness of the Registration Statement, the
suspension of the qualification of Midwest voting common stock issuable in
connection with the Merger for offering or sale in any jurisdiction, any request
by the staff of the Commission for amendment of the Registration Statement or
the proxy statement, the receipt from the staff of the Commission of comments
thereon or any request by the staff of the Commission for additional information
with respect thereto. 

10 







5.2 At all times prior to
the Effective Date, but during regular business hours, each party will permit
the other to examine its books and records and the books and records of its
affiliates and will furnish copies thereof on request. It is recognized that,
during the performance of this Agreement, each party may provide the other
parties with information that is confidential or proprietary in nature.
During the term of this Agreement, and for four years following the termination
of this Agreement, the recipient of such information shall protect such
information from disclosure to persons, other than members of its own or
affiliated organizations and its professional advisors, in the same manner as it
protects its own confidential or proprietary information from unauthorized
disclosure and shall not use such information to the competitive detriment of
the disclosing party. In addition, if this Agreement is terminated for any
reason, each party shall promptly return or cause to be returned all documents
or other written records of such confidential or proprietary information
together with all copies of such writings and, in addition, shall destroy or
shall maintain the information with the standard of care that is exercised with
respect to its own confidential or proprietary information. No information shall
be considered confidential or proprietary if it is (a) information already in
the possession of the party to whom disclosure is made, (b) information acquired
by the party to whom the disclosure is made from other sources, or (c)
information in the public domain or generally available to interested persons or
which at a later date passes into the public domain or becomes available to the
party to whom disclosure is made without any wrongdoing by the party or any of
its affiliates or any third party to whom the disclosure is made. 

5.3 Northstar and Midwest
shall promptly provide each other with information as to any significant
developments in the performance of this Agreement, and shall promptly notify the
other if it discovers that any of its representations, warranties and covenants
contained in this Agreement or in any document delivered in connection with this
Agreement was not true and correct in all material respects or became untrue or
incorrect in any material respect. 

5.4 All parties to this
Agreement shall take all such action as may be reasonably necessary and
appropriate and shall use their commercially reasonable best efforts in order to
consummate the transactions contemplated hereby as promptly as practicable.


ARTICLE VI

Conditions Precedent to
the Consummation of the Merger 

The following are
conditions precedent to the consummation of the Agreement on or before the
Effective Date: 

6.1 Midwest, Acquisition
and Northstar shall have performed and complied with all of their respective
obligations hereunder which are to be complied with or performed on or before
the Effective Date and Northstar and Midwest shall provide one another at the
Closing with a certificate to the effect that such party has performed each of
the acts and undertakings required to be performed by it on or before the
Closing Date pursuant to the terms of this Agreement. 

6.2 This Agreement and the
transactions contemplated herein shall have been duly and validly authorized,
approved and adopted, at a special meeting of the shareholders of Northstar duly
and properly called for such purpose in accordance with the applicable law.


6.3 No action, suit or
proceeding shall have been instituted or shall have been threatened before any
court or other governmental body or by any public authority to restrain, enjoin
or prohibit the transactions contemplated herein, or which might subject any of
the parties hereto or their directors or officers to any material liability,
fine, forfeiture or penalty on the grounds that the transactions contemplated
hereby, the parties hereto or their directors or officers, have violated any
applicable law or regulation, or have otherwise acted improperly in connection
with the transactions contemplated hereby, and the parties hereto have been
advised by counsel that, in the opinion of such counsel, such action, suit or
proceeding raises substantial questions of law or fact which could reasonably be
decided adversely to any party hereto or its directors or officers. 

6.4 All actions,
proceedings, instruments and documents required to carry out this Agreement and
the transactions contemplated hereby and the form and substance of all legal
proceedings and related matters shall have been approved by counsel for Midwest
and Northstar. 

11 







6.5 The representations and
warranties by Midwest and Northstar in this Agreement shall be true as though
such representations and warranties had been made or given on and as of the
Effective Date, except to the extent that such representations and
warranties may be untrue on and as of the Effective Date because of (1) changes
caused by transactions suggested or approved in writing by Midwest; or (2)
events or changes (which shall not, in the aggregate, have materially and
adversely affected the business, assets, or financial condition of Northstar or
Midwest) during or arising after the date of this Agreement. 

6.6 Northstar shall have
furnished Midwest with: 

	             	(1)	  	a certified copy of a
      resolution or resolutions duly adopted by the Board of Directors of
      Northstar approving this Agreement and the transactions contemplated by it
      and directing the submission thereof to a vote of the shareholders of
      Northstar and Acquisition; and
		 
		(2)		a certified copy of a
      resolution or resolutions duly adopted by a majority of all of the classes
      of outstanding shares of Northstar capital stock approving this Agreement
      and the transactions contemplated by it.


6.7 Midwest shall furnish
Northstar with: 

	             	(1)	  	a certified copy of a
      resolution or resolutions duly adopted by the Board of Directors of
      Midwest and the Board of Directors and sole shareholder of Acquisition,
      approving this Agreement and the transactions contemplated by
  it.


6.8 Midwest and Northstar
shall approve and file the Articles of Merger, consistent with this Agreement,
for the transactions with the requisite governmental authorities. 

ARTICLE
VII
Termination and Abandonment 

7.1 Anything contained in
this Agreement to the contrary notwithstanding, the Agreement may be terminated
and abandoned at any time (whether before or after the approval and adoption
thereof by the shareholders of Northstar prior to the Effective Date:

	             	(a)	  	By mutual consent of
      Midwest and Northstar;
		 
		(b)		By Midwest or
      Northstar, if any condition set forth in Article VI relating to the other
      party has not been met or has not been waived;
		 
		(c)		By Midwest or
      Northstar, if any suit, action or other proceeding shall be pending or
      threatened by the federal or a state government before any court or
      governmental agency, in which it is sought to restrain, prohibit or
      otherwise affect the consummation of the transactions contemplated
      hereby;
		 
		(d)		By any party, if
      there is discovered any material error, misstatement or omission in the
      representations and warranties of another party; or
		 
		(e)		By Midwest if more
      than 2.5% of the shares of Northstar are properly perfected as to rights
      to dissent to the Merger; or
		 
		(f)		By any party if the
      Effective Date is not within 180 days from the date
  hereof.


7.2 Any of the terms or
conditions of this Agreement may be waived at any time by the party which is
entitled to the benefit thereof, by action taken by its board of directors
provided; however, that such action shall be taken only if, in the judgment of
the board of directors taking the action, such waiver will not have a material
adverse effect on the benefits intended under this Agreement to the party
waiving such term or condition. 

12 







ARTICLE
VIII
Termination of Representation and
Warranties and Certain Agreements


8.1 The respective
representations, warranties, covenants and agreements of the parties hereto,
shall expire with, and be terminated and extinguished by the Effective Date. No
party shall be under any liability whatsoever with respect to any such
representation, warranty, covenant or agreement which does not so survive, it
being intended that the sole remedy of the parties for a breach of any such
representation, warranty, covenant or agreement shall be to elect not to proceed
with the Closing if such breach has resulted in the failure to satisfy a
condition precedent to such party’s obligation to consummate the transactions
contemplated hereby. 

ARTICLE
IX
Miscellaneous 

9.1 This Agreement embodies
the entire agreement among the parties, and there have been and are no
agreements, representations or warranties among the parties other than those set
forth herein or those provided for herein. 

9.2 To facilitate the
execution of this Agreement, any number of counterparts hereof may be executed,
and each such counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one instrument. Electronic
signatures shall constitute manual signatures. 

9.3 Each of the parties
hereto will pay its own fees and expenses incurred in connection with the
transactions contemplated by this Agreement. Midwest and Northstar each
represent to the others that it has not employed any investment bankers,
brokers, finders, or intermediaries in connection with the transaction
contemplated hereby who might be entitled to any fee or other payment from
Northstar or Midwest or any subsidiary of any of them upon consummation of the
transactions contemplated by this Agreement. 

9.4 All parties to this
Agreement agree that if it becomes necessary or desirable to execute further
instruments or to make such other assurances as are deemed necessary, the party
requested to do so will use its best efforts to provide such executed
instruments or do all things necessary or proper to carry out the purpose of
this Agreement. 

9.5 This Agreement may be
amended upon approval of the board of directors of each party provided that the
shares issuable hereunder shall not be amended without approval of the requisite
shareholders of Northstar. 

9.6 Any notices, requests,
or other communications required or permitted hereunder shall be delivered
personally or sent by overnight courier service, fees prepaid, addressed as
follows: 

	To
      Midwest or Acquisition:	To
      Northstar:
	 
	Midwest Holding Inc.	Northstar Financial Corp.
	2900
      South 70th Street, Suite 400	3800
      American Boulevard West, Suite 910
	Lincoln, NE 68506	Bloomington, MN 55431
	Attn: Mark A. Oliver	Attn: Chief Executive Officer
	Chief Executive Officer	
	 
	with
      copies to:	
	 
	Jones & Keller, P.C.	
	1999
      Broadway, Suite 3150	
	Denver, CO 80202	
	Attn: Reid A. Godbolt, Esq.	



or such other addresses as
shall be furnished in writing by any party, and any such notice or communication
shall be deemed to have been given as of the
date received. 

13 







9.7 No press release or
public statement will be issued relating to the transactions contemplated by
this Agreement without prior approval of Midwest and Northstar. However, either
Midwest or Northstar may issue at any time any press release or other public
statement it believes on the advice of its counsel it is obligated to issue to
avoid liability under the law relating to disclosures, but the party issuing
such press release or public statement shall make a reasonable effort to give
the other party prior notice of and opportunity to participate in such release
or statement. 

9.8 The parties have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement. Any
reference to any federal, state, local, or foreign statute or law shall be
deemed also to refer to all rules and regulations promulgated thereunder, unless
the context otherwise requires. The word “including” shall mean including
without limitation. 

9.9 The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof. 

9.10 This Agreement shall
be governed by and construed in accordance with the domestic laws of the State
of Minnesota without giving effect to any choice or conflict of law provision or
rule (whether of the State of Minnesota or any other jurisdiction).

9.11 If any provision of
this Agreement is held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this Agreement will remain in full force
and effect. Any provision of this Agreement held invalid or unenforceable only
in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.

Signature Page
Follows.

14 







IN WITNESS WHEREOF, the
parties have set their signatures this 18th day of December,
2015.

	 	MIDWEST HOLDING INC.
			 
		By:	/s/ Mark A. Oliver	 
	 	Name: Mark A. Oliver
		Title: Chief Executive
      Officer
		 	 
		 	 
		NORTHSTAR FINANCIAL
  CORP.
		 	 
		By:  	/s/ Mark A. Oliver	 
		Name: Mark A.
      Oliver
		Title: Chief Executive
      Officer
		 		
		 		
		MIDWEST ACQUISITION MINNESOTA,
INC.	 
		 		
		By:	/s/ Mark A.
      Oliver	 
		Name: Mark A. Oliver
		Title: Chief Executive
  Officer



15 







EXHIBIT A 

Articles of
Merger
Northstar Financial Corp. 
Midwest Holding Inc.
and
Midwest Acquisition Minnesota, Inc.


Pursuant to the provisions
of the Minnesota Business Corporation Act, the undersigned corporations adopt
the following Articles of Merger: 

First: In accordance with
the Minnesota Business Corporation Act, a Plan and Agreement of Merger has been
approved, adopted, certified, executed and acknowledged by the undersigned
corporations: 

(1) Northstar Financial
Corp., a corporation duly organized under the laws of the State of Minnesota;


(2) Midwest Holding Inc., a
corporation duly organized under the laws of the State of Nebraska; and


(3) Midwest Acquisition
Minnesota, Inc., a corporation duly organized under the laws of the State of
Minnesota.

Second: As a result of an
agreement of merger, Midwest Acquisition Minnesota, Inc. will merge with and
into Northstar Financial Corp. effective as of the time of filing of this
Statement of Merger with the Minnesota Secretary of State. Northstar Financial
Corp. will be the corporation surviving the merger. 

Third: The articles of
incorporation of Northstar Financial Corp. shall be the articles of
incorporation for the surviving corporation. 

Fourth: The executed Plan
and Agreement of Merger is on file at Northstar Financial Corp.’s offices at
3800 American Boulevard West, Suite 910, Bloomington, Minnesota
55431.

Fifth: A copy of the Plan
and Agreement of Merger will be furnished by Northstar Financial Corp., on
request and without cost, to any shareholder of any corporation that is a party
to the merger. 

Dated this _______ day of
____________________, 2016. 

	 	MIDWEST HOLDING INC.
			 
		By:	   	 
	 	Name: Mark A. Oliver
		Title: Chief Executive
      Officer
		 	 
		 	 
		NORTHSTAR FINANCIAL
  CORP.
		 	 
		By:	 	 
		Name:	  	 
		Title:		 
		 		
		 		
		MIDWEST ACQUISITION MINNESOTA,
  INC.
		 		
		By:		 
		Name: Mark A. Oliver
		Title: Chief Executive
  Officer



16